Last checked at 7 Aug 2014 15:00
Investec Limited Incorporated in the Republic of South Africa Registration number 1925/002833/06 JSE share code: ILRP1 ISIN: ZAE000183216 JSE ordinary share code: INL NSX ordinary share code: IVD BSE ordinary share code: INVESTEC ISIN: ZAE000081949 | Investec plc Incorporated in England and Wales Registration number 3633621 LSE share code: INVP JSE share code: INP ISIN: GB00B17BBQ50 |
(jointly "Investec")
As part of the dual listed company structure, Investec plc and Investec Limited notify both the London Stock Exchange and the JSE Limited of matters which are required to be disclosed under the Disclosure and Transparency Rules and the Listing Rules of the United Kingdom Listing Authority (the "UKLA") and/or the JSE Listing Requirements.
Accordingly we advise of the following:
Annual General Meetings of Investec Limited and Investec plc
(the "Shareholder Meetings")
The Shareholder Meetings were held on 07 August 2014. As required by the dual listed company structure, all resolutions were treated as Joint Electorate Actions and were decided on a poll. All resolutions at both meetings were passed by the required majority. Resolutions 1 to 28, 32 to 37 and 40 were passed as ordinary resolutions and Resolutions 29 to 31, 38 and 39 were passed as special resolutions. Resolution 36 was passed with the requisite two-thirds majority.
The Board notes that the resolutions to approve the Directors' Remuneration Report and the Remuneration Policy were passed with the requisite majorities. The Board recognises the number of votes opposing the Remuneration Policy resolution, notwithstanding the wide consultation as these proposals were developed. We will continue to engage with shareholders and representative bodies to understand their concerns relating to our Remuneration Policy in this regard
The voting results of the Joint Electorate Actions are identical and are given below:
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| RESOLUTION | ||||||||
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| Common Business: Investec plc and Investec Limited | ||||||||
| % Issued share Capital voted | Votes for | % in favour | Votes against | % against | Votes abstain | Result | ||
1 | To re-elect Glynn Robert Burger as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. | 78% | 695,947,814 | 99% | 9,495,234 | 1% | 1,500,176 | Carried | |
2 | To re-elect Cheryl Ann Carolus as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. | 78% | 703,127,340 | 100% | 2,143,055 | 0% | 1,672,829 | Carried | |
3 | To re-elect Peregrine Kenneth Oughton Crosthwaite as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. | 78% | 704,075,770 | 100% | 1,375,580 | 0% | 1,491,874 | Carried | |
4 | To re-elect Hendrik Jacobus du Toit as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. | 78% | 694,015,665 | 98% | 11,427,980 | 2% | 1,499,579 | Carried | |
5 | To re-elect Bradley Fried as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. | 76% | 462,056,865 | 68% | 220,904,713 | 32% | 23,981,645 | Carried | |
6 | To re-elect David Friedland as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the memorandum of Incorporation of Investec Limited. | 76% | 496,393,487 | 73% | 187,239,556 | 27% | 23,310,181 | Carried | |
7 | To re-elect Haruko Fukuda, OBE as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. | 76% | 554,601,944 | 81% | 130,373,847 | 19% | 21,967,433 | Carried | |
8 | To re-elect Bernard Kantor as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. | 78% | 695,060,777 | 99% | 10,382,673 | 1% | 1,499,774 | Carried | |
9 | To re-elect Ian Robert Kantor as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. | 76% | 552,150,622 | 81% | 132,853,632 | 19% | 21,938,970 | Carried | |
10 | To re-elect Stephen Koseff as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. | 78% | 696,838,268 | 99% | 8,605,182 | 1% | 1,499,774 | Carried | |
11 | To re-elect Sir David Prosser as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. | 58% | 516,406,105 | 99% | 4,478,418 | 1% | 186,058,700 | Carried | |
12 | To re-elect Peter Richard Suter Thomas as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. | 76% | 507,423,551 | 74% | 175,803,754 | 26% | 23,715,918 | Carried | |
13 | To re-elect Fani Titi as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited. | 78% | 674,228,624 | 96% | 28,825,592 | 4% | 3,889,008 | Carried | |
14 | To approve the dual listed companies (DLC) remuneration report (other than that part containing the directors' remuneration policy) for the year ended 31 March 2014. | 77% | 621,054,783 | 90% | 66,835,396 | 10% | 19,053,045 | Carried | |
15 | To approve the dual listed companies (DLC) remuneration policy contained in the DLC remuneration report. | 77% | 386,306,305 | 56% | 308,140,134 | 44% | 12,496,785 | Carried | |
16 | To present the dual listed companies (DLC) report by the chairman of the audit committees for the year ended 31 March 2014. | Non-voting resolution | |||||||
17 | To present the dual listed companies (DLC) report by the chairman of the social and ethics committee for the year ended 31 March 2014. | Non-voting resolution | |||||||
18 | To authorise any director or the company secretaries of Investec plc and Investec Limited to do all things and sign all documents which may be necessary to carry into effect the resolutions contained in this notice to the extent the same have been passed and, where applicable, filed. | 78% | 705,408,890 | 100% | 36,277 | 0% | 1,497,057 | Carried | |
| Ordinary business: Investec Limited | ||||||||
19 | To present the audited annual financial statements of Investec Limited for the year ended 31 March 2014, together with the reports of the directors and the auditors, to the shareholders. | Non-voting resolution | |||||||
20 | To sanction the interim dividend paid by Investec Limited on the ordinary shares in Investec Limited for the 6 (six) month period ended 30 September 2013. | 78% | 705,417,132 | 100% | 34,794 | 0% | 1,484,768 | Carried | |
21 | To sanction the interim dividend paid by Investec Limited on the dividend access (South African Resident) redeemable preference share (SA DAS share) for the 6 (six) month period ended 30 September 2013. | 78% | 705,416,407 | 100% | 34,965 | 0% | 1,485,322 | Carried | |
22 | Subject to the passing of resolution No 34, to declare a final dividend on the ordinary shares and the dividend access (South African Resident) redeemable preference share (SA DAS share) in Investec Limited for the year ended 31 March 2014 of an amount equal to that recommended by the directors of Investec Limited. | 78% | 705,339,155 | 100% | 112,692 | 0% | 1,484,847 | Carried | |
23 | To re-appoint Ernst & Young Inc. of 102 Rivonia Road, Sandton 2128 South Africa (Private Bag X14, Sandton 2146 South Africa), upon the recommendation of the current audit committee, as joint auditors of Investec Limited to hold office until the conclusion of the annual general meeting of Investec Limited to be held in 2015. | 78% | 703,158,824 | 100% | 2,284,363 | 0% | 1,490,227 | Carried | |
24 | To re-appoint KPMG Inc. of 85 Empire Road, Parktown 2193 South Africa (Private Bag 9, Parkview 2122 South Africa), upon the recommendation of the current audit committee, as joint auditors of Investec Limited to hold office until the conclusion of the annual general meeting of Investec Limited to be held in 2015. | 78% | 703,881,430 | 100% | 1,161,650 | 0% | 1,890,334 | Carried | |
| Special Business: Investec Limited | ||||||||
25 | Ordinary resolution: Authorising the directors to issue up to 5% of the unissued ordinary shares | 78% | 595,823,410 | 85% | 105,524,045 | 15% | 5,594,269 | Carried | |
26 | Ordinary resolution: Authorising the directors to issue the unissued variable rate, cumulative, redeemable preference shares | 78% | 679,803,766 | 96% | 25,650,819 | 4% | 1,487,139 | Carried | |
27 | Ordinary resolution: Authorising the directors to issue the unissued non-redeemable, non-cumulative, non-participating preference shares ("perpetual preference shares") | 78% | 679,060,542 | 96% | 25,572,903 | 4% | 2,308,279 | Carried | |
28 | Ordinary resolution: Authorising the directors to issue the unissued special convertible redeemable preference shares | 78% | 612,307,869 | 87% | 92,325,533 | 13% | 2,308,292 | Carried | |
| Special Resolutions: Investec Limited | ||||||||
29 | Special resolution No 1: Directors' authority to acquire ordinary shares | 78% | 671,118,595 | 95% | 33,187,888 | 5% | 2,632,644 | Carried | |
30 | Special resolution No 2: Financial assistance | 78% | 702,525,934 | 100% | 2,917,948 | 0% | 1,497,791 | Carried | |
31 | Special resolution No 3: directors' remuneration | 78% | 693,881,841 | 99% | 10,172,963 | 1% | 2,885,869 | Carried | |
| Ordinary business: Investec plc | ||||||||
32 | To receive and adopt the audited financial statements of Investec plc for the year ended 31 March 2014, together with the reports of the directors of Investec plc and of the auditors of Investec plc. | 78% | 703,941,091 | 100% | 387,778 | 0% | 2,614,355 | Carried | |
33 | To sanction the interim dividend paid by Investec plc on the ordinary shares in Investec plc for the 6 (six) month period ended 30 September 2013. | 79% | 705,428,256 | 100% | 112,706 | 0% | 1,402,262 | Carried | |
34 | Subject to the passing of resolution No 22, to declare a final dividend on the ordinary shares in Investec plc for the year ended 31 March 2014 of an amount equal to that recommended by the directors of Investec plc. | 79% | 705,506,129 | 100% | 34,833 | 0% | 1,402,262 | Carried | |
35 | To re-appoint Ernst & Young LLP of 1 More London Place, London SE1 2AF, as auditors of Investec plc to hold office until the conclusion of the annual general meeting of Investec plc to be held in 2015 and to authorise the directors of Investec plc to fix their remuneration. | 78% | 703,873,641 | 100% | 1,579,597 | 0% | 1,488,986 | Carried | |
| Special Business: Investec plc | ||||||||
36 | Ordinary resolution: Maximum ratio of variable to fixed remuneration | 78% | 610,793,240 | 87% | 89,612,263 | 13% | 6,536,721 | Carried | |
37 | Ordinary resolution: Directors' authority to allot shares and other securities | 78% | 568,550,624 | 81% | 136,083,511 | 19% | 2,309,089 | Carried | |
| Special Resolutions: Investec plc | ||||||||
38 | Special resolution No 4: Directors' authority to purchase ordinary shares | 78% | 704,498,099 | 100% | 130,151 | 0% | 2,314,974 | Carried | |
39 | Special resolution No 5: Directors' authority to purchase preference shares | 78% | 703,520,955 | 100% | 214,914 | 0% | 3,207,355 | Carried | |
| Ordinary Resolution: Investec plc | ||||||||
40 | Ordinary resolution: Political donations | 78% | 651,220,511 | 93% | 52,740,818 | 7% | 2,980,895 | Carried |
As at the date of the AGM, Investec plc's issued capital consists of 612,999,388 ordinary shares of GBP0.0002 each and Investec Limited's issued capital consists of 285,748,623 ordinary shares of ZAR0.0002 each. In accordance with the dual listed companies structure, the aggregate number of voting rights was 898,748,011.
Votes withheld are not votes in law and have not been counted in the calculation of the proportion of votes 'for' or 'against' a resolution or, for the purposes of resolution 36, the proportion of voting rights in the aggregate issued capital of Investec plc and Investec Limited which were voted on the resolution. Proxy appointments which gave discretion to the Chairman have been included in the 'for' total.
David Miller Niki van Wyk
Company Secretary Company Secretary
Investec plc Investec Limited